1
[CHASEMELLON SHAREHOLDER SERVICES LETTERHEAD]
December 9, 1997
Xxxxxxx Xxxxx
Secretary
Xxxxxxxxx Vietnam Opportunities Fund, Inc.
Broward Financial Center
000 Xxxx Xxxxxxx - Suite 2100
Ft. Lauderdale, FL 33394-3091
To Whom It May Concern:
This letter of agreement sets forth the terms and conditions by which
ChaseMellon Shareholder Services, L.L.C. ("we", "our", "us") shall provide to
Xxxxxxxxx Vietnam Opportunities Fund, Inc., ("you", "your") our information
agent services (the "services") with respect to your tender offer for up to 50%
of your shares.
Services
--------
1. Establish contacts with brokers, dealers, banks and other nominees on your
behalf.
2. Distribution of materials to the registered and beneficial owners of
Xxxxxxxxx Vietnam Opportunities Fund, Inc., and to other interested parties.
3. Building a file of eligible participants, including registered holders and
beneficial holders.
4. Establishing a toll-free phone number and managing the communications group
for inbound phone calls.
5. Status reporting to management.
6. Paying of all broker forwarding invoices, subject to collection from you of
monies for this purpose.
Fee for Services
----------------
The fee for acting as information agent is $3,500.00 plus all out-of-pocket
expenses incurred by us, including, without limitation, documentation
preparation, telephone, Bank/Broker listings, and postage costs. Such fees
shall be payable upon the execution of this agreement. Invoices for
out-of-pocket expenses shall be rendered monthly as incurred and shall be
payable upon receipt. Our services shall commence upon receipt of a signed copy
of this contract and expire thirty days after the expiration of the offer or
March 1st 1998, whichever is sooner.
2
Responsibility
--------------
You shall indemnify and hold us, our directors, officers, employees, agents
harmless from and against any and all claims, liabilities, losses, damages
and/or expenses, including reasonable attorneys' fees, which any of them shall
or may incur or sustain in connection with the performance of the services or
this agreement, except to the extent caused directly by our negligence or
intentional misconduct. This indemnification obligation shall survive the
termination of this Agreement.
Anything in this agreement to the contrary notwithstanding, in no event shall we
be liable for special, indirect or consequential loss or damage of any kind
whatsoever, even if we have been advised of the likelihood of such loss or
damage and regardless of the form of action.
Miscellaneous
-------------
This agreement shall be made in, governed by, and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.
All information shall be sent to your address as above written or such other
address as you may advise us in writing, or orally and confirmed in writing.
This agreement represents the entire understanding of the parties with respect
to the subject matter hereof, superseded any and all prior understandings, oral
or written, relating hereto and may not be charged orally. Any waiver or change
or any of the provisions hereof must be in writing and signed by the parties
hereto. The failure of either party hereto at any time to require performance
by the other party of any provision hereof shall not effect the right of such
party to require performance at any time thereafter.
If the foregoing terms and conditions are acceptable to you, please sign and
return to us the counterpart of this letter of agreement.
Very truly yours,
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ XXXXXX XXXXXXX
----------------------------------
Title: Vice President
-------------------------------
Date: 12/19/97
-------------------------------
ACCEPTED:
XXXXXXXXX VIETNAM OPPORTUNITIES FUND, INC.
By: /s/ XXXXXXX X. XXXXX
------------------------------
Title: Secretary
---------------------------
Date: 12/19/97
----------------------------
